The Directors have pleasure in presenting the 26th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2018.

1. Financial Results:

2. Dividend:

Your Directors are pleased to recommend for your approval a dividend @ 20% i.e Re. 1 (One)/- per equity share of face value Rs. 5/- for the financial year 2017-18.

3. Brief description of the Company's State of affair:

- Current Year's Operation:

Your Company, during the current period ended on 31st March, 2018 has earned income of Rs. 953.46 Lakhs and Profit before Tax of 588.91 Lakhs as compared to Rs. 5303.54 Lakhs and Rs. 3437.15 Lakhs, respectively, in the previous year.

- Future Prospects:

Overall, the outlook for the construction industry is bright. As with any industry though, it will have its challenges to overcome. The construction industry will continue to evolve through years to come enabling good business conditions in near future Your Management shall consider the positive changes in the Market and aim to acquire new projects considering the favourable market conditions

4. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Company's operations through monitoring and standard operating procedures. Your Company has appointed an external professional agency M/s. Khakhar& Co., Chartered Accountants, to conduct the internal audit, and the findings and recommendations of the Internal Auditors are placed before the Audit Committee of your Board regularly.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal controls in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal auditors, the management undertakes corrective action in the respective areas and thereby further strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board. The Audit committee of the Board ensures that necessary corrective actions suggested are put in place. At the end of a period, the CEO & CFO give a declaration in the appropriate format to certify that the financial statements prepared are accurate and complete in all aspects and that there are no significant issues that can impair the financial performance of the Company,

5. Details of Subsidiary Companies and the details pertaining to its Performance and financial position:

M/s. Sea-King Club Private Limited is a wholly owned subsidiary of M/s. Prime Property Development Corporation Limited. The operations of Subsidiary Company continue to be suspended pending renovation of the hotel with modern and improved amenities.

6. Deposits:

Your Company has not accepted any deposits from the public, during the year under review.

7. Statutory Auditors:

M/s. H. N. Motiwalla& Co., Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September, 29, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company. No resolution is proposed for ratification of appointment of auditors as the same is done away with videMCA notification dated May 7, 2018.

8. Auditors' Report:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self-explanatory and therefore do not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013.

The Auditors of the Company have not raised any queries or made any Qualifications on the Accounts adopted by the Board which were then audited by them.

9. Share Capital:

During the year 2017-2018, the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option.

10. Extract of the annual return:

The extract of the annual return in Form No MGT - 9 has been annexed.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

The information required under the provisions of section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption is not applicable, as the Company is not carrying out any manufacturing operation.

B) Foreign exchange earnings and Outgo:

C) Technological Absorption: Your Company has not imported any technology,

12. Corporate Social Responsibility (CSR):

The Corporate Social Responsibility Committee (CSR Committee) has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, the Formulation of CSR Committee, The frequency of Meeting, the manner of Expenditure and the Initiatives to be undertaken which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: www.ppdcl.com.

The Company has contributed Rs. 29,24,300/-.

The Annual Report on CSR activities is annexed.

13. Directors:

A) Changes in Directors and Key Managerial Personnel

There were no changes in the constitution of board of directors during the year. In terms of Section 152 (6) of the Companies Act, 2013, Mr. Manish Padamshi Soni, Whole-Time Director (DIN: 00006485) retires by rotation and being eligible offers himself for re-appointment. There was no appointment or resignation of any Key Managerial Personnel during the year 2017-2018. Further, it is proposed to the members to consider and approve the continuation of office of Mr. P L. Soni as Chairman even on attaining age of 70 (Seventy) years and continuation of office of Mr. I. G. Shah and Mr. Y C. Pawar as Independent Directors who are 86 years and 77 years respectively.

B) Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (LODR) Regulations.

C) Annual Evaluation of the Board Members

The Company has devised a Policy for performance evaluation of the Board, Committees, Independent Directors, and other Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

D. Familiarization of Independent Directors

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.ppdcl.com.

14. Number of meetings of the Board of Directors

The Board of Directors during the year 2017-18 met four times on 18th May, 2017, 12th August, 2017, 11th November, 2017, and 10th February, 2018. For further details, please refer to Report on Corporate Governance appearing in this Annual Report. The Company has complied with the Secretarial Standards during the year

15. Details of establishment of vigil mechanism for directors and employees:

The Company has put in place Vigil Mechanism for Directors and Employees of the Company. The Vigil Mechanism Policy is disclosed on the website of the Company at the Link http://ppdcl.com/policies.html

16. Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director:

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

The Remuneration Policy is annexed to the Directors Report.

17. Particulars of loans, guarantees or investments under section 186:

Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement.

18. Particulars of contracts or arrangements with related parties:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under the proviso thereto have been disclosed in Form No. AOC -2, annexed.

Further, policy on dealing with Related Party Transactions is disclosed on the website of the Company at the link http://www.ppdcl.com/ policies.html

19. Managerial Remuneration:

A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed.

B) There is no Employee who is in receipt of more than Rs. 8,50,000 PM. or Rs. 1,20,00,000 per financial year under section 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the financial 2017-18.

20. Secretarial Audit Report:

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. S G & Associates, Company Secretaries in Practice, as the Secretarial Auditor of the Company for the financial year 2017-18 and their report is annexed.

The Auditors of the Company have not raised any queries or made any Qualifications with respect to Secretarial Audit conducted by them.

21. Risk management policy:

The Board has adopted Risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its Assets, Prevention and detection of Frauds and Errors, etc.

22. Directors' Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement it is confirmed that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f) That proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. Corporate Governance And Management Discussion & Analysis Reports:

The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set out separately together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Regulation 27 (2) of SEBI (Listing Obligation Disclosure Requirement), 2015.

24. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future:

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

25. Safeguard at Workplace:

The management takes due care of employees with respect to safeguard at workplace. Further, No complaints are reported by any employee pertaining to sexual harassment. The company has formed Internal Complaint Committee.

26. Acknowledgements:

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.

For and on behalf of the Board of Directors

Padamshi L. Soni

Place: Mumbai Chairman

Date:14/08/2018 DIN: 00006463